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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08885
Hewitt Series Trust
(Exact name of registrant as specified in charter)
100 Half Day Road Lincolnshire, IL 60069
(Address of principal executive offices) (Zip code)
Peter Ross 100 Half Day Road Lincolnshire, IL 60069
(Name and address of agent for service)
Registrant's telephone number, including area code: 847-295-5000
Date of fiscal year end: December 31, 2010
Date of reporting period: January 1, 2010 to December 31, 2010
Item 1. Reports to Stockholders.
HEWITT SERIES TRUST
SHAREHOLDER EXPENSES (Unaudited)
As a shareholder of the Hewitt Money Market Fund (the “Fund”), you incur ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other money market funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2010 to December 31, 2010.
Actual Expenses
The first line under the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for the Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line under the Fund in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line under the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
| | | | | | | | | | | | | | | | |
Hewitt Money Market Fund | | Beginning Account Value (7/1/10) | | | Ending Account Value (12/31/10) | | | Annualized Expense Ratio† | | | Expenses Paid During Period* (7/1/10 to 12/31/10) | |
Actual | | | $1,000.00 | | | | $1,000.10 | | | | 0.35 | % | | | $1.76 | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,023.40 | | | | 0.35 | | | | 1.79 | |
† | This ratio includes the Fund’s share of expenses charged to the corresponding Master Portfolio into which the Fund invests. |
* | Expenses are calculated using the Fund’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (184 days) and divided by the number of days in the year (365 days) to reflect the one-half year period. |
1
HEWITT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2010
| | | | |
ASSETS | | | | |
Investments: | | | | |
In Money Market Master Portfolio (“Master Portfolio”), at fair value (Note 1) | | $ | 404,115,568 | |
Receivables: | | | | |
Administration fees (Note 2) | | | 123,370 | |
Due from Hewitt Financial Services LLC (Note 2) | | | 984 | |
| | | | |
Total Assets | | | 404,239,922 | |
| | | | |
LIABILITIES | | | | |
Payables: | | | | |
Distribution to shareholders | | | 7,994 | |
Accrued Trustees fees | | | 8,966 | |
Accrued shareholder servicing fees | | | 243,977 | |
Other accrued expenses | | | 129,431 | |
| | | | |
Total Liabilities | | | 390,368 | |
| | | | |
NET ASSETS | | $ | 403,849,554 | |
| | | | |
| |
Net assets consist of: | | | | |
Paid-in capital | | $ | 403,818,350 | |
Undistributed net investment income | | | 810 | |
Accumulated net realized gain | | | 30,394 | |
| | | | |
NET ASSETS | | $ | 403,849,554 | |
| | | | |
Shares outstanding | | | 403,816,628 | |
| | | | |
Net asset value and offering price per share | | $ | 1.00 | |
| | | | |
See Notes to Financial Statements.
2
HEWITT MONEY MARKET FUND
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
| | | | |
NET INVESTMENT INCOME ALLOCATED FROM MASTER PORTFOLIO | | | | |
Interest | | $ | 1,308,014 | |
Expenses1 | | | (272,580 | ) |
| | | | |
Net investment income allocated from Master Portfolio | | | 1,035,434 | |
| | | | |
FUND EXPENSES (Note 2) | | | | |
Administration fees | | | 2,140,861 | |
Shareholder servicing fees | | | 973,849 | |
Fund accounting & transfer agent fees | | | 74,017 | |
Legal fees | | | 64,983 | |
Audit fees | | | 24,007 | |
Printing costs | | | 104,987 | |
Registration costs | | | 130,022 | |
Trustees fees | | | 52,972 | |
| | | | |
Total fund expenses | | | 3,565,698 | |
| | | | |
Fees reimbursed by Hewitt Associates LLC (Note 2) | | | (2,618,298 | ) |
| | | | |
Total Net Expenses | | | 947,400 | |
| | | | |
NET INVESTMENT INCOME | | | 88,034 | |
| | | | |
REALIZED GAIN (LOSS) ALLOCATED FROM MASTER PORTFOLIO | | | | |
Net realized gain | | | 35,799 | |
| | | | |
Net gain on investments | | | 35,799 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 123,833 | |
| | | | |
1 | Net of investment advisory fee waivers by the Master Portfolio’s investment adviser in the amount of $122,529. |
See Notes to Financial Statements.
3
HEWITT MONEY MARKET FUND
STATEMENTS OF CHANGES IN NET ASSETS
| | | | | | | | |
| | Year Ended | | | Year Ended | |
| | December 31, 2010 | | | December 31, 2009 | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 88,034 | | | $ | 210,732 | |
Net realized gain | | | 35,799 | | | | 9,258 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 123,833 | | | | 219,990 | |
| | | | | | | | |
| | |
Distributions to shareholders:7 | | | | | | | | |
From net investment income | | | (88,035 | ) | | | (210,732 | ) |
| | | | | | | | |
Total distributions to shareholders | | | (88,035 | ) | | | (210,732 | ) |
| | | | | | | | |
Capital share transactions (Note 3): | | | | | | | | |
Net capital share transactions | | | 82,443,205 | | | | (22,334,331 | ) |
| | | | | | | | |
| | |
Net increase (decrease) in net assets resulting from capital share transactions | | | 82,443,205 | | | | (22,334,331 | ) |
| | | | | | | | |
Increase (decrease) in net assets | | | 82,479,003 | | | | (22,325,073 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of Year | | | 321,370,551 | | | | 343,695,624 | |
| | | | | | | | |
End of Year | | $ | 403,849,554 | | | $ | 321,370,551 | |
| | | | | | | | |
| | |
Undistributed net investment income included in net assets at end of period | | $ | 810 | | | $ | 811 | |
| | | | | | | | |
See Notes to Financial Statements.
4
HEWITT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended Dec. 31, 2010 | | | Year Ended Dec. 31, 2009 | | | Year Ended Dec. 31, 2008 | | | Year Ended Dec. 31, 2007 | | | Year Ended Dec. 31, 2006 | |
Net asset value, beginning of year | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.00 | 1 | | | 0.00 | 1 | | | 0.02 | | | | 0.04 | | | | 0.04 | |
Net realized gain (loss) | | | 0.00 | 1 | | | 0.00 | 1 | | | (0.00 | )1 | | | 0.00 | 1 | | | 0.00 | 1 |
| | | | | | | | | | | | | | | | | | | | |
Total from investment operations | | | 0.00 | | | | 0.00 | | | | 0.02 | | | | 0.04 | | | | 0.04 | |
| | | | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.00 | )1 | | | (0.00 | )1 | | | (0.02 | ) | | | (0.04 | ) | | | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | 0.00 | | | | 0.00 | | | | (0.02 | ) | | | (0.04 | ) | | | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | |
Total return | | | 0.02 | % | | | 0.07 | % | | | 2.00 | % | | | 4.48 | % | | | 4.22 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Ratios/Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000s) | | $ | 403,850 | | | $ | 321,371 | | | $ | 343,696 | | | $ | 268,290 | | | $ | 183,047 | |
Ratio of net expenses to average net assets2,3,4 | | | 0.31 | % | | | 0.48 | % | | | 0.96 | % | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets prior to waived fees and reimbursed expenses2,3 | | | 1.02 | % | | | 1.04 | % | | | 1.05 | % | | | 1.06 | % | | | 1.06 | % |
Ratio of net investment income to average net assets2,3,4 | | | 0.02 | % | | | 0.07 | % | | | 1.94 | % | | | 4.38 | % | | | 4.17 | % |
Ratio of net investment income (loss) to average net assets prior to waived fees and reimbursed expenses2,3 | | | (0.68 | )% | | | (0.49 | )% | | | 1.85 | % | | | 4.27 | % | | | 4.06 | % |
1 | Rounds to less than $0.01 or ($0.01). |
2 | Ratios reflect the expenses of both the Fund and the Master Portfolio into which the Fund invests. |
3 | Ratios for the year ended December 31, 2009 and December 31, 2008 include 0.03% and 0.01%, respectively, of expenses associated with the Fund’s participation in the U.S. Treasury’s Temporary Guarantee Program. |
4 | Ratios for the year ended December 31, 2009 include waived fees in an amount sufficient to ensure that the seven day yield of the Fund does not fall below 0% (Note 2). |
See Notes to Financial Statements.
5
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
1. | Summary of Significant Accounting Policies: |
Hewitt Money Market Fund (the “Fund”) is a diversified series of Hewitt Series Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust was established as a Delaware statutory trust organized pursuant to a Declaration of Trust on July 7, 1998.
Under the Fund’s organizational documents, the officers and trustees are indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Investment Policy and Security Valuation
The Fund’s investment in its Master Portfolio is valued pursuant to the pricing policy and procedures approved by the Board of Trustees of the Trust using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Accounting Standards codification 820 are as follows:
| • | | Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date; |
| • | | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices or identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; |
| • | | Level 3 – Inputs that are unobservable for the asset or liability. |
The Fund invests all of its assets in the Money Market Master Portfolio (the “Master Portfolio”) of Master Investment Portfolio (“MIP”). The Master Portfolio has the same or substantially similar investment objective as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s interest in the net assets of the Master Portfolio (2.02% of total Master Portfolio net assets as of December 31, 2010).
6
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS – (continued)
The determination of what constitutes an “observable” input may require significant judgment by the Fund. As of December 31, 2010, the Fund’s investment in the Master Portfolio was classified as Level 2. The level of a value determined for an investment within the fair value hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Fund’s perceived risk of its investment in the Master Portfolio, nor the level of the investments held within the Master Portfolio.
The Fund believes more relevant disclosure regarding fair value measurements relate to the investment portfolio of the Master Portfolio, which can be found in Note 1 of the Master Portfolio’s Notes to Financial Statements and are included elsewhere in this report.
The performance of the Fund is directly affected by the performance of the Master Portfolio. The financial statements of the Master Portfolio, including the Schedule of Investments, accompanied by an unaudited summarized tabular presentation, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
The Fund seeks to maintain a constant net asset value of $1.00 per share for each of the classes of shares. There is no assurance that the Fund will meet this objective.
Security Transactions and Income Recognition
The Fund records daily its proportionate interest in the net investment income and realized and unrealized gains and losses of the Master Portfolio.
Federal Income Taxes
The Fund is treated as a separate entity for federal income tax purposes. It is the policy of the Trust that the Fund continue to qualify as a regulated investment company by complying with the provisions under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its investment company taxable income and any net realized gains (after taking into account any capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income and excise taxes. Accordingly, no provision for federal taxes was required at December 31, 2010.
As of December 31, 2010, the tax year-end of the Fund, the components of net distributable earnings on a tax basis consisted of undistributed ordinary income of $31,204 and capital and other gains of $0, for net accumulated earnings of $31,204.
The tax character of distributions paid during 2010 and 2009 for the Fund were as follows: ordinary income of $88,035 and $210,732, respectively.
As of December 31, 2010, the tax year-end of the Fund, the Fund had no tax basis net capital loss carryforwards. The capital loss carryforwards utilized for the year ended December 31, 2010 amounted to $5,405.
Management has reviewed the tax positions as of December 31, 2010, inclusive of the prior three open tax return years and has determined that no provision for income tax is required in the Fund’s financial statements.
7
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS – (continued)
Dividends and Distributions to Shareholders
Dividends to shareholders from net investment income of the Fund are declared daily and distributed monthly. Distributions to shareholders from capital gains, if any, are declared and distributed annually, generally in December.
Due to the timing of dividends and distributions and the differences in accounting for income and realized gains (losses) for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains (losses) were recorded by the Fund.
2. | Agreements and Other Transactions with Affiliates: |
Hewitt Associates LLC (“Hewitt Associates”) provides administrative services to the Fund. The Fund pays Hewitt Associates a monthly fee calculated at an annual rate of 0.55% of the Fund’s average daily net assets for these services. Hewitt Associates has contractually agreed to waive its fees or absorb expenses of the Fund in an amount equal to the greater of (A) the amount by which the total ordinary operating expenses (excluding interest, brokerage commissions and extraordinary expenses) on an annual basis, exceed 0.95% of the average daily net assets of the Fund or (B) an amount sufficient to ensure that the seven day yield of the Fund does not fall below 0%. Hewitt Associates may not modify or terminate this waiver agreement without approval of the Board of Trustees of the Trust. For the year ended December 31, 2010, Hewitt Associates reimbursed the Fund $2,618,298 for expenses related to this agreement.
Hewitt Associates and BlackRock Institutional Trust Company, N.A. (“BTC”) have entered into a sub-administration agreement, pursuant to which BTC provides services to the Fund and its shareholders, including maintenance of books and records; preparation of reports; and other administrative support services. For the services under this sub-administration agreement, Hewitt Associates pays BTC a fee equal to 0.03% of the average daily net assets of the Fund.
Hewitt Financial Services LLC (“HFS”), an affiliate of Hewitt Associates, serves as the Distributor of the Fund. HFS does not receive a fee from the Fund for its distribution services.
HFS also serves as the Shareholder Servicing Agent for the Fund. As Shareholder Servicing Agent, HFS is responsible for maintaining records showing the number of shares of the Fund owned by investors who have purchased shares through HFS. In addition, HFS sends all shareholder communications relating to the Fund to shareholders or arranges for these materials to be sent. For these services, the Fund pays HFS a monthly fee calculated at an annual rate of 0.25% of the Fund’s average daily net assets.
The Fund pursues its investment objectives by investing in the Master Portfolio, which is a series of the MIP. The Master Portfolio has the same investment objectives and substantially the same investment policies as the Trust. BlackRock Fund Advisors (“BFA”) serves as the Master Portfolio’s investment adviser. As such, the Trust does not itself have an investment adviser.
8
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS – (concluded)
3. | Capital Share Transactions: |
As of December 31, 2010, there was an unlimited number of shares of $0.001 par value capital stock authorized by the Fund. Transactions in capital shares of the Fund were as follows:
| | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2010 | | | Year Ended December 31, 2009 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares Issued and Redeemed: | | | | | | | | | | | | | | | | |
Shares sold | | | 249,552,051 | | | $ | 249,552,051 | | | | 163,219,445 | | | $ | 163,219,445 | |
Shares issued in reinvestments of dividends | | | 86,555 | | | | 86,555 | | | | 392,385 | | | | 392,385 | |
Shares redeemed | | | (167,195,401 | ) | | | (167,195,401 | ) | | | (185,946,161 | ) | | | (185,946,161 | ) |
| | | | | | | | | | | | | | | | |
Net increase (decrease) | | | 82,443,205 | | | $ | 82,443,205 | | | | (22,334,331 | ) | | $ | (22,334,331 | ) |
| | | | | | | | | | | | | | | | |
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available to be issued, and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
9
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
Hewitt Series Trust:
In our opinion, the accompanying statement of assets and liabilities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Hewitt Money Market Fund, the fund comprising Hewitt Series Trust (the “Fund”), at December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 24, 2011
10
HEWITT SERIES TRUST
PROXY VOTING (Unaudited)
The Fund filed with the Securities and Exchange Commission (the “Commission”) Form N-PX with the complete proxy voting record for the 12 months ended June 30, 2010. The Fund did not hold any voting securities and accordingly did not vote any proxies during the reporting period. Because the Fund invests exclusively in non-voting securities, the Fund is not required to describe the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities. The Form filed is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-890-3200, and (ii) on the Commission’s website at (www.sec.gov).
11
HEWITT SERIES TRUST
ADDITIONAL INFORMATION (Unaudited)
The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
12
HEWITT SERIES TRUST
TRUSTEES AND OFFICERS INFORMATION LIST (Unaudited)
| | | | | | |
| | Position(s), Date | | Principal Occupation(s) | | |
Name, Address, and Age | | of Election | | During Past 5 Years | | Other Directorships Held |
Disinterested Trustees* | | |
Don Hunt, age 72 C/O Hewitt Associates 100 Half Day Road Lincolnshire, IL 60069 | | Director, since July 7, 1998 | | Retired | | Director, Vision III Imaging, Inc. |
| | | |
John Oliverio, age 58 C/O Hewitt Associates 100 Half Day Road Lincolnshire, IL 60069 | | Director, since July 7, 1998 | | Chief Executive Officer and Director, Wheaton Franciscan Services, Inc. | | Director, Franciscan Ministries, Inc.; Director, United Health System; Director, Affinity Health System; Director, Wheaton Franciscan Healthcare Southeast Wisconsin; Director, Wheaton Franciscan Healthcare Iowa; Director, CatholicTheological Union. |
| | | |
| | Position(s), Date | | Principal Occupation(s) | | |
Name, Address, and Age | | of Election | | During Past 5 Years | | Other Directorships Held |
Interested Trustees** and Officers |
| | | |
Andrea W. Armstrong, 44 Hewitt Associates 100 Half Day Road Lincolnshire, IL 60069 | | President since December 2007 | | Chief Executive Officer, Hewitt Financial Services LLC; Benefits Leader, Hewitt Associates LLC | | None |
| | | |
Peter E. Ross, 51 Hewitt Associates 100 Half Day Road Lincolnshire, IL 60069 | | Secretary and Chief Compliance Officer, since July 7, 1998, and 2004, respectively | | Secretary, General Counsel and Chief Compliance Officer, Hewitt Financial Services LLC; Associate General Counsel, Hewitt Associates LLC | | None |
| | | |
Douglas S. Keith, 45 Hewitt Associates 100 Half Day Road Lincolnshire, IL 60069 | | Treasurer and Chief Financial Officer, since May 2005 | | Chief Financial Officer, Hewitt Financial Services LLC | | None |
* | Disinterested Trustees are those Trustees who are not “interested persons” of the Trust as defined in the Investment Company Act of 1940. |
** | Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940, because of his or her affiliation with Hewitt Associates LLC, an affiliate of the distributor of the Fund’s shares. |
Each Trustee oversees one fund within the Fund complex.
Additional information about the Funds’ Trustees may be found in the Funds’ Statement of Additional Information, which is available, without charge, upon request, by calling 1-800-890-3200.
13
MONEY MARKET MASTER PORTFOLIO
PORTFOLIO INFORMATION
December 31, 2010
| | | | | |
| | Percent of |
Portfolio Composition | | Net Assets |
Certificates of Deposit | | | | 27 | % |
U.S. Government Sponsored Agency Obligations | | | | 26 | |
Commercial Paper | | | | 23 | |
Repurchase Agreements | | | | 16 | |
U.S. Treasury Obligations | | | | 5 | |
Time Deposits | | | | 3 | |
| | | | | |
Total | | | | 100 | % |
| | | | | |
14
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS
December 31, 2010
(Percentages shown are based on Net Assets)
| | | | | | | | |
| | Par | | | | |
Certificates of Deposit | | (000) | | | Value | |
Yankeea | | | | | | | | |
Banco Bilbao Vizcaya Argentaria S.A., New York, | | | | | | | | |
0.36%, 1/28/11b | | $ | 175,000 | | | $ | 175,000,000 | |
Bank of Montreal, Chicago, | | | | | | | | |
0.36%, 11/22/11b | | | 300,000 | | | | 300,000,000 | |
Barclays Bank Plc, New York: | | | | | | | | |
0.42%, 2/18/11 | | | 260,000 | | | | 260,000,000 | |
0.40%, 3/04/11 | | | 225,000 | | | | 225,000,000 | |
BNP Paribas S.A., New York, | | | | | | | | |
0.50%, 12/12/11b | | | 200,000 | | | | 200,000,000 | |
Canadian Imperial Bank of Commerce, New York, | | | | | | | | |
0.42%, 1/31/11b | | | 432,000 | | | | 432,000,000 | |
Credit Agricole Corporate & Investment Bank, New York: | | | | | | | | |
0.32%, 2/14/11 | | | 300,000 | | | | 300,000,000 | |
0.41%, 4/08/11 | | | 195,000 | | | | 195,000,000 | |
Dexia Credit Local, New York, | | | | | | | | |
0.56%, 6/29/11b | | | 157,000 | | | | 157,000,000 | |
DNB NOR Bank ASA, New York, | | | | | | | | |
0.31%, 3/31/11 | | | 11,000 | | | | 11,000,136 | |
KBC Bank N.V., New York, | | | | | | | | |
0.46%, 2/18/11 | | | 350,000 | | | | 350,000,000 | |
Lloyds TSB Bank Plc, New York: | | | | | | | | |
0.62%, 2/11/11 | | | 270,000 | | | | 270,000,000 | |
1.27%, 5/06/11b | | | 75,000 | | | | 75,000,000 | |
Mizuho Corporate Bank, New York, | | | | | | | | |
0.28%, 2/02/11 | | | 320,000 | | | | 320,000,000 | |
| | | | | | | | |
| | Par | | | | |
Certificates of Deposit | | (000) | | | Value | |
Rabobank Nederland N.V., New York: | | | | | | | | |
0.27%, 1/10/11b | | $ | 110,000 | | | $ | 110,000,000 | |
0.57%, 1/18/11 | | | 185,000 | | | | 185,000,000 | |
Royal Bank of Canada, New York: | | | | | | | | |
0.26%, 1/21/11b | | | 116,015 | | | | 116,015,000 | |
0.37%, 10/14/11b | | | 170,000 | | | | 170,000,000 | |
Royal Bank of Scotland Plc, Connecticut: | | | | | | | | |
0.67%, 2/09/11b | | | 150,000 | | | | 150,000,000 | |
0.51%, 3/01/11b | | | 125,000 | | | | 125,000,000 | |
0.49%, 4/19/11 | | | 200,000 | | | | 200,000,000 | |
Societe Generale, New York: | | | | | | | | |
0.39%, 2/03/11b | | | 130,000 | | | | 130,000,000 | |
0.40%, 2/14/11 | | | 200,000 | | | | 200,000,000 | |
1.49%, 5/05/11b | | | 110,000 | | | | 110,000,000 | |
Sumitomo Mitsui Banking Corp., New York, | | | | | | | | |
0.28%, 1/21/11 | | | 200,000 | | | | 200,000,000 | |
UniCredit SpA, New York, | | | | | | | | |
0.49%, 2/09/11 | | | 390,300 | | | | 390,300,000 | |
Total Certificates of Deposit – 26.8% | | | | | | | 5,356,315,136 | |
Commercial Paper | | | | | | | | |
Banco Bilbao Vizcaya Argentaria S.A., London, | | | | | | | | |
0.42%, 1/25/11c,d | | | 250,000 | | | | 249,930,000 | |
Bank of Nova Scotia, New York, | | | | | | | | |
0.14%, 1/04/11d | | | 439,000 | | | | 438,994,878 | |
BNZ International Funding Ltd., | | | | | | | | |
0.34%, 2/01/11c | | | 250,000 | | | | 250,002,135 | |
BPCE S.A.: | | | | | | | | |
0.30%, 2/03/11c,d | | | 500,000 | | | | 499,853,333 | |
0.54%, 3/23/11c,d | | | 121,000 | | | | 120,852,985 | |
See Notes to Financial Statements.
15
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS – (continued)
December 31, 2010
| | | | | | | | |
| | Par | | | | |
Commercial Paper | | (000) | | | Value | |
Ciesco LLC, | | | | | | | | |
0.27%, 2/24/11c,d | | $ | 75,000 | | | $ | 74,969,625 | |
CRC Funding LLC, 0.26%, 2/17/11d | | | 63,000 | | | | 62,978,615 | |
Credit Agricole North America Inc., | | | | | | | | |
0.57%, 2/10/11d | | | 270,000 | | | | 269,829,000 | |
Danske Corp., | | | | | | | | |
0.30%, 2/15/11c,d | | | 400,000 | | | | 399,850,000 | |
Deutsche Bank Financial LLC: | | | | | | | | |
0.23%, 1/04/11d | | | 350,000 | | | | 349,993,292 | |
0.28%, 2/28/11d | | | 393,808 | | | | 393,630,349 | |
European Investment Bank, | | | | | | | | |
0.40%, 3/24/11d | | | 445,000 | | | | 444,594,556 | |
ING US Funding LLC, | | | | | | | | |
0.43%, 4/06/11d | | | 250,000 | | | | 249,716,319 | |
Lloyds TSB Bank Plc, | | | | | | | | |
0.45%, 3/25/11d | | | 55,000 | | | | 54,942,938 | |
NRW.BANK, | | | | | | | | |
0.39%, 3/15/11d | | | 105,000 | | | | 104,916,963 | |
Societe Generale North America, Inc., | | | | | | | | |
0.32%, 2/18/11d | | | 146,700 | | | | 146,637,408 | |
Westpac Securities NZ Ltd.: | | | | | | | | |
0.26%, 2/08/11d | | | 51,000 | | | | 50,986,003 | |
0.37%, 10/03/11 | | | 486,000 | | | | 486,000,000 | |
Total Commercial Paper – 23.3% | | | | 4,648,678,399 | |
Time Deposits | | | | | | | | |
Natixis, | | | | | | | | |
0.15%, 1/03/11 | | | 200,000 | | | | 200,000,000 | |
Societe Generale, New York, | | | | | | | | |
0.15%, 1/03/11 | | | 306,000 | | | | 306,000,000 | |
Total Time Deposits – 2.5% | | | | 506,000,000 | |
| | | | | | | | |
U.S. Government Sponsored | | Par | | | | |
Agency Obligations | | (000) | | | Value | |
Fannie Mae Discount Notes: | | | | | | | | |
0.18%, 2/14/11d | | $ | 15,000 | | | $ | 14,996,700 | |
0.18%, 2/15/11d | | | 300,000 | | | | 299,932,500 | |
0.21%, 2/23/11d | | | 248,436 | | | | 248,361,021 | |
Federal Farm Credit Bank Variable Rate Notes: | | | | | | | | |
0.25%, 5/26/11b | | | 62,225 | | | | 62,222,487 | |
0.24%, 4/27/12b | | | 144,460 | | | | 144,430,843 | |
0.38%, 7/13/12b | | | 58,020 | | | | 58,011,016 | |
0.34%, 10/12/12b | | | 75,000 | | | | 75,000,000 | |
Federal Home Loan Bank: | | | | | | | | |
0.75%, 1/18/11 | | | 35,030 | | | | 35,035,468 | |
0.40%, 11/28/11 | | | 52,930 | | | | 52,930,000 | |
Federal Home Loan Bank Discount Notes: | | | | | | | | |
0.17%, 2/10/11d | | | 179,750 | | | | 179,716,047 | |
0.18%, 5/04/11d | | | 85,000 | | | | 84,947,725 | |
Federal Home Loan Bank Variable Rate Notes, | | | | | | | | |
0.23%, 10/06/11b | | | 187,000 | | | | 186,942,113 | |
Freddie Mac Discount Notes: | | | | | | | | |
0.21%, 2/22/11d | | | 149,200 | | | | 149,155,820 | |
0.18%, 2/28/11d | | | 63,637 | | | | 63,618,033 | |
0.20%, 4/18/11d | | | 233,000 | | | | 232,861,494 | |
0.20%, 4/21/11d | | | 100,000 | | | | 99,938,889 | |
0.18%, 5/02/11d | | | 437,073 | | | | 436,805,394 | |
0.18%, 5/09/11d | | | 275,000 | | | | 274,824,000 | |
0.21%, 5/10/11d | | | 200,000 | | | | 199,849,500 | |
0.18%, 5/24/11d | | | 75,000 | | | | 74,944,885 | |
0.21%, 6/07/11d | | | 685,861 | | | | 685,245,765 | |
0.26%, 6/21/11d | | | 200,000 | | | | 199,753,000 | |
Freddie Mac Variable Rate Notes: | | | | | | | | |
0.18%, 11/09/11b | | | 606,000 | | | | 605,632,282 | |
0.19%, 1/13/12b | | | 652,995 | | | | 652,585,938 | |
0.22%, 2/16/12b | | | 110,000 | | | | 109,950,083 | |
Total U.S. Government Sponsored Agency Obligations – 26.1% | | | | | | | 5,227,691,003 | |
See Notes to Financial Statements.
16
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS – (continued)
December 31, 2010
| | | | | | | | |
| | Par | | | | |
U.S. Treasury Obligationsd | | (000) | | | Value | |
U.S. Treasury Bill: | | | | | | | | |
0.19%, 5/19/11 | | $ | 900,000 | | | $ | 899,348,525 | |
0.23%, 6/30/11 | | | 125,000 | | | | 124,859,375 | |
Total U.S. Treasury Obligations – 5.1% | | | | | | | 1,024,207,900 | |
| | |
Repurchase Agreements | | | | | | | | |
Banc of America Securities LLC, 0.25%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $500,010,417, collateralized by non- U.S. government debt securities, 0.00% to 11.25%, 1/5/11 to 2/15/51, par and fair value of $760,263,328 and $523,963,755, respectively) | | | 500,000 | | | | 500,000,000 | |
Banc of America Securities LLC, 0.30%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $228,005,700, collateralized by non- U.S. government debt securities, 0.00%, 4/1/11 to 6/7/11, par and fair value of $232,845,093 and $232,560,000, respectively) | | | 228,000 | | | | 228,000,000 | |
| | | | | | | | |
| | Par | | | | |
Repurchase Agreements | | (000) | | | Value | |
Banc of America Securities LLC, 0.40%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $122,004,067, collateralized by non- U.S. government debt securities, 0.00% to 5.88%, 8/15/13 to 4/15/49, par and fair value of $179,061,836 and $130,540,000, respectively) | | $ | 122,000 | | | $ | 122,000,000 | |
Banc of America Securities LLC, 0.52%, 2/22/11 (Purchased on 12/31/10 to be repurchased at $250,191,389, collateralized by non- U.S. government debt securities, 0.00% to 7.50%, 1/3/11 to 7/25/34, par and fair value of $432,442,582 and $257,229,934, respectively) | | | 250,000 | | | | 250,000,000 | |
BNP Paribas Securities Corp., 0.27%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $425,009,563, collateralized by non- U.S. government debt securities, 1.00% to 11.25%, 2/1/11 to 9/15/28, par and fair value of $399,767,653 and $437,750,000, respectively) | | | 425,000 | | | | 425,000,000 | |
See Notes to Financial Statements.
17
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS – (continued)
December 31, 2010
| | | | | | | | |
| | Par | | | | |
Repurchase Agreements | | (000) | | | Value | |
Citigroup Global Markets Inc., 0.35%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $69,002,013, collateralized by U.S. government obligations, 1.27% to 5.00%, 3/20/36 to 9/25/40, par and fair value of $145,967,927 and $71,070,000, respectively) | | $ | 69,000 | | | $ | 69,000,000 | |
Citigroup Global Markets Inc., 0.56%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $250,011,667, collateralized by non- U.S. government debt securities, 0.00% to 5.81%, 12/20/11 to 9/15/27, par and fair value of $280,591,755 and $276,538,645, respectively) | | | 250,000 | | | | 250,000,000 | |
Citigroup Global Markets Inc., 0.65%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $190,010,292, collateralized by non- U.S. government debt securities, 0.00% to 8.00%, 1/1/11 to 4/1/57, par and fair value of $291,134,878 and $243,451,279, respectively) | | | 190,000 | | | | 190,000,000 | |
| | | | | | | | |
| | Par | | | | |
Repurchase Agreements | | (000) | | | Value | |
Citigroup Global Markets Inc., 0.75%, 3/3/11 (Purchased on 12/31/10 to be repurchased at $80,103,333, collateralized by U.S. government obligations, 1.22% to 5.50%, 5/15/32 to 6/25/38, par and fair value of $223,601,980 and $82,400,000, respectively) | | $ | 80,000 | | | $ | 80,000,000 | |
Deutsche Bank Securities Inc., 0.28%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $105,002,450, collateralized by U.S. government obligations, 7.00%, 10/1/38, par and fair value of $254,103,148 and $108,150,000, respectively) | | | 105,000 | | | | 105,000,000 | |
Greenwich Capital Markets, 0.30%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $400,010,000, collateralized by non- U.S. government debt securities, 0.00% to 8.50%, 1/18/11 to 6/11/38, par and fair value of $418,796,149 and $440,001,769, respectively) | | | 400,000 | | | | 400,000,000 | |
See Notes to Financial Statements.
18
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS – (continued)
December 31, 2010
| | | | | | | | |
| | Par | | | | |
Repurchase Agreements | | (000) | | | Value | |
HSBC Securities (USA) Inc., 0.23%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $100,001,917, collateralized by non- U.S. government debt securities, 0.00% to 9.25%, 9/20/12 to 12/15/37, par and fair value of $95,037,000 and $102,893,979, respectively) | | $ | 100,000 | | | $ | 100,000,000 | |
JPMorgan Securities Inc., 0.32%, 1/6/11 (Purchased on 12/31/10 to be repurchased at $50,002,667, collateralized by non- U.S. government debt securities, 5.05% to 6.61%, 6/15/15 to 7/15/20, par and fair value of $47,856,000 and $52,503,562, respectively) | | | 50,000 | | | | 50,000,000 | |
JPMorgan Securities Inc., 0.50%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $320,013,333, collateralized by non- U.S. government debt securities, 0.00% to 9.88%, 4/25/11 to 6/1/56, par and fair value of $327,100,500 and $335,454,503, respectively) | | | 320,000 | | | | 320,000,000 | |
| | | | | | | | |
| | Par | | | | |
Repurchase Agreements | | (000) | | | Value | |
Morgan Stanley & Co. Inc., 0.15%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $75,000,938, collateralized by U.S. Treasury obligations, 3.00% to 3.13%, 9/30/16 to 4/30/17, par and fair value of $73,617,300 and $76,500,093, respectively) | | $ | 75,000 | | | $ | 75,000,000 | |
RBS Securities Inc., 0.50%, 1/3/11 (Purchased on 12/31/10 to be repurchased at $75,003,125, collateralized by non- U.S. government debt securities, 0.52% to 10.40%, 7/15/13 to 1/25/29, par and fair value of $141,610,000 and $82,501,871, respectively) | | | 75,000 | | | | 75,000,000 | |
Total Repurchase Agreements – 16.2% | | | | | | | 3,239,000,000 | |
Total Investments – 100.0% (Cost: $20,001,892,438*) | | | | | | | 20,001,892,438 | |
Other Assets in Excess of Liabilities – 0.0% | | | | | | | 5,664,207 | |
| | | | | | | | |
Net Assets – 100.0% | | | | | | $ | 20,007,556,645 | |
| | | | | | | | |
* | Cost for federal income tax purposes. |
a | Issuer is a U.S. branch of a foreign domiciled bank. |
b | Variable rate security. Rate shown is as of report date. |
c | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
See Notes to Financial Statements.
19
MONEY MARKET MASTER PORTFOLIO
SCHEDULE OF INVESTMENTS – (concluded)
December 31, 2010
d | Rate shown reflects the discount rate at the time of purchase. |
• | | Fair Value Measurements – Various inputs are used in determining the fair value of investments, which are as follows: |
| • | | Level 1 – price quotations in active markets/ exchanges for identical assets and liabilities |
| • | | Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market – corroborated inputs) |
| • | | Level 3 – unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Master Portfolio’s own assumptions used in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For information about the Master Portfolio’s policy regarding valuation of investments and other significant accounting policies, please refer to Note 1 of the Master Portfolio’s Notes to Financial Statements. The following table summarizes the inputs used as of December 31, 2010 in determining the fair valuation of the Master Portfolio’s investments:
| | | | |
Valuation Inputs | | Investments in Securities | |
| | Assets | |
Short-Term Securities1 | | | | |
Level 1 | | | – | |
Level 2 | | $ | 20,001,892,438 | |
Level 3 | | | – | |
| | | | |
Total | | $ | 20,001,892,438 | |
| | | | |
1 | See above Schedule of Investments for values in each security type. |
See Notes to Financial Statements.
20
MONEY MARKET MASTER PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2010
| | | | |
ASSETS | | | | |
Investments at value – unaffiliated1 | | $ | 16,762,892,438 | |
Repurchase agreements – unaffiliated2 | | | 3,239,000,000 | |
Cash | | | 317,883 | |
Interest receivable | | | 6,596,127 | |
| | | | |
Total Assets | | | 20,008,806,448 | |
| | | | |
LIABILITIES | | | | |
Investment advisory fees payable | | | 1,228,309 | |
Professional fees payable | | | 12,298 | |
Trustees’ fees payable | | | 9,196 | |
| | | | |
Total Liabilities | | | 1,249,803 | |
| | | | |
NET ASSETS | | $ | 20,007,556,645 | |
| | | | |
| |
Net Assets Consist of Investor’s Capital | | $ | 20,007,556,645 | |
| | | | |
| |
1 Investments at cost – unaffiliated | | $ | 16,762,892,438 | |
| | | | |
| |
2 Repurchase agreements at cost – unaffiliated | | $ | 3,239,000,000 | |
| | | | |
See Notes to Financial Statements.
21
MONEY MARKET MASTER PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2010
| | | | |
INVESTMENT INCOME | | | | |
Income | | $ | 62,443,871 | |
| | | | |
Total income | | | 62,443,871 | |
| | | | |
EXPENSES | | | | |
Investment advisory | | | 18,895,597 | |
Professional | | | 75,426 | |
Independent Trustees | | | 188,477 | |
| | | | |
Total expenses | | | 19,159,500 | |
Less fees waived by advisor | | | (5,932,582 | ) |
| | | | |
Total expenses after fees waived | | | 13,226,918 | |
| | | | |
NET INVESTMENT INCOME | | | 49,216,953 | |
| | | | |
REALIZED GAIN | | | | |
Net realized gain from investments | | | 1,613,682 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 50,830,635 | |
| | | | |
See Notes to Financial Statements.
22
MONEY MARKET MASTER PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
| | | | | | | | |
| | Year Ended December 31, 2010 | | | Year Ended December 31, 2009 | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 49,216,953 | | | $ | 117,041,788 | |
Net realized gain | | | 1,613,682 | | | | 780,894 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 50,830,635 | | | | 117,822,682 | |
| | | | | | | | |
Capital Transactions | | | | | | | | |
Proceeds from contributions | | | 62,142,807,899 | | | | 130,222,744,339 | |
Value of withdrawals | | | (63,320,829,417 | ) | | | (131,694,780,219 | ) |
| | | | | | | | |
Net decrease in net assets derived from capital transactions | | | (1,178,021,518 | ) | | | (1,472,035,880 | ) |
| | | | | | | | |
| | |
NET ASSETS: | | | | | | | | |
Total decrease in net assets | | | (1,127,190,883 | ) | | | (1,354,213,198 | ) |
Beginning of year | | | 21,134,747,528 | | | | 22,488,960,726 | |
| | | | | | | | |
End of year | | $ | 20,007,556,645 | | | $ | 21,134,747,528 | |
| | | | | | | | |
See Notes to Financial Statements.
23
MONEY MARKET MASTER PORTFOLIO
FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2010 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | |
Total Investment Return | | | | | | | | | | | | | | | | | | | | |
Total investment return | | | 0.27 | % | | | 0.48 | % | | | 2.90 | %1 | | | 5.40 | % | | | 5.13 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.10 | % | | | 0.10 | % | | | 0.10 | % | | | 0.10 | % | | | 0.10 | % |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.07 | % | | | 0.08 | % |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.26 | % | | | 0.48 | % | | | 2.88 | % | | | 5.23 | % | | | 4.99 | % |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 20,007,557 | | | $ | 21,134,748 | | | $ | 22,488,961 | | | $ | 31,492,404 | | | $ | 6,924,965 | |
1 | For the year ended December 31, 2008, 0.01% of the total return consists of purchases of securities by BFA at prices in excess of the securities’ then current fair value. Excluding these items, total return would have been 2.89%. |
See Notes to Financial Statements.
24
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
1. | Organization and Significant Accounting Policies: |
Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a diversified, open-end management investment company. MIP is organized as a Delaware statutory trust. The financial statements and these accompanying notes relate only to the Money Market Master Portfolio (the “Master Portfolio”). The Master Portfolio’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Master Portfolio:
Valuation: The Master Portfolio’s investments are valued under the amortized cost method which approximates current market value in accordance with Rule 2a-7 of the 1940 Act. Under this method, investments are valued at cost when purchased and thereafter, a constant proportionate accretion and amortization of any discount or premium are recorded until the maturity of the security. The Master Portfolio seeks to maintain its net asset value per share at $1.00, although there is no assurance that it will be able to do so on a continuing basis.
Repurchase Agreements: The Master Portfolio may invest in repurchase agreements. In a repurchase agreement, the Master Portfolio purchases a security from a counterparty who agrees to repurchase the same security at a mutually agreed upon date and price. On a daily basis, the counterparty is required to maintain collateral subject to the agreement and in value no less than the agreed repurchase amount. The agreements are conditioned upon the collateral being deposited under the Federal Reserve book entry system or held in a segregated account by the Master Portfolio’s custodian or designated sub-custodians under tri-party repurchase agreements. In the event the counterparty defaults and the fair value of the collateral declines, the Master Portfolio could experience losses, delays and costs in liquidating the collateral.
Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). For financial reporting purposes, contributions to and withdrawals from the Master Portfolio are accounted on a trade basis. Realized gains and losses on security transactions are determined on the identified cost basis. Interest income, including amortization of premium and accretion of discount on debt securities, is recognized on the accrual basis.
Income Taxes: The Master Portfolio is classified as a partnership for federal income tax purposes. As such, each investor in the Master Portfolio is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.
The Master Portfolio files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Master Portfolio’s U.S. federal tax returns remains open for the four years ended December 31, 2010. The statutes of limitations on the Master Portfolio’s state and local tax returns may remain open for an additional year depending upon the jurisdiction. Management does not believe there are any uncertain tax positions that require recognition of a tax liability.
Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio.
25
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS – (continued)
2. | Investment Advisory Agreement and Other Transactions with Affiliates: |
The PNC Financial Services Group, Inc. (“PNC”), Bank of America Corporation (“BAC”) and Barclays Bank PLC (“Barclays”) are the largest stockholders of BlackRock, Inc. (“BlackRock”). Due to the ownership structure, PNC is an affiliate of the Master Portfolio for 1940 Act purposes, but BAC and Barclays are not.
MIP, on behalf of the Master Portfolio, entered into an investment advisory agreement with BlackRock Fund Advisors (“BFA” or the “Manager”), the Master Portfolio’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Master Portfolio’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Master Portfolio. For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate of 0.10% of the average daily value of the Master Portfolio’s net assets. The Manager has contractually agreed to waive 0.03% of its advisory fees through April 30, 2012. After giving effect to such contractual waiver, the advisory fees will be 0.07% . The Manager has also voluntarily agreed to waive investment advisory fees to enable the Trusts to maintain a minimum daily net investment income dividend. The Manager may discontinue the voluntary waiver at any time. For the year ended December 31, 2010, the amount included in fees waived by advisor in the Statement of Operations is $5,668,679.
The fees and expenses of the trustees of MIP who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the MIP’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. The Manager has contractually agreed to cap the expenses of the Master Portfolio at the rate at which the Master Portfolio pay an advisory fee to the Manager by waiving the investment advisory fees paid by the Master Portfolio in an amount equal to the independent expenses, through April 30, 2012. The amounts waived are included in fees waived by advisor in the Statement of Operations. For the year ended December 31, 2010, such waiver amount is $263,903.
MIP entered into an administration services arrangement with BlackRock Institutional Trust Company, N.A. (“BTC”), which has agreed to provide general administrative services. BTC is not entitled to compensation for providing administration services to the Master Portfolio, for so long as BTC is entitled to compensation for providing administration services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BTC (or an affiliate) receives investment advisory fees from the Master Portfolio. BTC has agreed to bear all costs of the Master Portfolio’s and MIP’s operations, other than brokerage expenses, advisory fees, 12b-1 distribution or service fees, independent expenses, litigation expenses, taxes or other extraordinary expenses. BTC may delegate certain of its administration duties to sub-administrators.
Certain officers and/or trustees of the MIP are officers and/or directors of BlackRock or its affiliates.
3. | Concentration, Market and Credit Risk: |
In the normal course of business, the Master Portfolio invests in securities and enter into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all of its obligations (credit risk). The value of securities held by the Master Portfolio may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Master Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or
26
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS – (concluded)
economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Master Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Master Portfolio have unsettled or open transactions may default. The Master Portfolio manages counterparty risk by entering into transactions only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master Portfolio to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Master Portfolio’s exposure to credit and counterparty risks with respect to these financial assets is generally approximated by their value records in the Master Portfolio’s Statements of Assets and Liabilities, less any collateral held by the Master Portfolio.
Certain affiliates indirectly invest in the Master Portfolio through the SL Agency Shares of BlackRock Cash Funds. As of December 31, 2010, these affiliated investors represent a significant portion of the net assets of Money Market Master Portfolio.
Management has evaluated the impact of all subsequent events on the Master Portfolio through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.
27
Report of Independent Registered Public Accounting Firm
To the Interestholders and Board of Trustees of
Master Investment Portfolio:
In our opinion, the accompanying statements of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Money Market Master Portfolio, a portfolio of Master Investment Portfolio (the “Master Portfolio”), at December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which include confirmation of securities at December 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 24, 2011
28
MONEY MARKET MASTER PORTFOLIO
OFFICERS AND TRUSTEES
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Non-Interested Trustees1 | | | | | | | | |
Ronald W. Forbes 55 East 52nd Street New York, NY 10055 1940 | | Co-Chair of the Board and Trustee | | Since 2009 | | Professor Emeritus of Finance, School of Business, State University of New York at Albany since 2000. | | 36 RICs consisting of 95 Portfolios | | None |
| | | | | |
Rodney D. Johnson 55 East 52nd Street New York, NY 10055 1941 | | Co-Chair of the Board and Trustee | | Since 2009 | | President, Fairmount Capital Advisors, Inc. since 1987; Director, Fox Chase Cancer Center since 2004; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia since 2004; Director, The Committee of Seventy (civic) since 2006. | | 36 RICs consisting of 95 Portfolios | | None |
| | | | | |
David O. Beim 55 East 52nd Street New York, NY 10055 1940 | | Trustee | | Since 2009 | | Professor of Finance and Economics at the Columbia University Graduate School of Business since 1991; Trustee, Phillips Exeter Academy since 2002; Chairman, Wave Hill, Inc. (public garden and cultural center) from 1990 to 2006. | | 36 RICs consisting of 95 Portfolios | | None |
| | | | | |
Dr. Matina S. Horner 55 East 52nd Street New York, NY 10055 1939 | | Trustee | | Since 2009 | | Executive Vice President of Teachers Insurance and Annuity Association and College Retirement Equities Fund from 1989 to 2003. | | 36 RICs consisting of 95 Portfolios | | NSTAR (electric and gas utility) |
| | | | | |
Herbert I. London 55 East 52nd Street New York, NY 10055 1939 | | Trustee and Member of the Audit Committee | | Since 2009 | | Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities, New York University from 1993 to 2005 and Professor thereof from 1980 to 2005; President, Hudson Institute (policy research organization) since 1997 and Trustee thereof since 1980; Chairman of the Board of Trustees for Grantham University since 2006; Director, InnoCentive, Inc. (strategic solutions company) since 2005; Director, Cerego, LLC (software development and design) since 2005. | | 36 RICs consisting of 95 Portfolios | | AIMS Worldwide, Inc. (marketing) |
| | | | | |
Cynthia A. Montgomery 55 East 52nd Street New York, NY 10055 1952 | | Trustee | | Since 2009 | | Professor, Harvard Business School since 1989; Director, Harvard Business School Publishing since 2005; Director, McLean Hospital since 2005. | | 36 RICs consisting of 95 Portfolios | | Newell Rubbermaid, Inc. (manufacturing) |
29
MONEY MARKET MASTER PORTFOLIO
OFFICERS AND TRUSTEES – (continued)
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Non-Interested Trustees1 – (continued) | | | | | | | | |
| | | | | |
Joseph P. Platt 55 East 52nd Street New York, NY 10055 1947 | | Trustee | | Since 2009 | | Director, The West Penn Allegheny Health System (a not-for-profit health system) since 2008; Director, Jones and Brown (Canadian insurance broker) since 1998; General Partner, Thorn Partners, LP (private investment) since 1998; Partner, Amarna Corporation, LLC (private investment company) from 2002 to 2008. | | 36 RICs consisting of 95 Portfolios | | Greenlight Capital Re, Ltd. (reinsurance company); WQED Multi- Media (public broadcasting not- for-profit) |
| | | | | |
Robert C. Robb, Jr. 55 East 52nd Street New York, NY 10055 1945 | | Trustee | | Since 2009 | | Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981. | | 36 RICs consisting of 95 Portfolios | | None |
| | | | | |
Toby Rosenblatt 55 East 52nd Street New York, NY 10055 1938 | | Trustee | | Since 2009 | | President, Founders Investments Ltd. (private investments) since 1999; Director, College Access Foundation of California (philanthropic foundation) since 2009; Director, Forward Management, LLC since 2007; Director, The James Irvine Foundation (philanthropic foundation) from 1998 to 2008. | | 36 RICs consisting of 95 Portfolios | | A.P. Pharma, Inc. (specialty pharmaceuticals) |
| | | | | |
Kenneth L. Urish 55 East 52nd Street New York, NY 10055 1951 | | Chair of the Audit Committee and Trustee | | Since 2009 | | Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Chairman Elect of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001; Trustee, The Holy Family Foundation from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007. | | 36 RICs consisting of 95 Portfolios | | None |
30
MONEY MARKET MASTER PORTFOLIO
OFFICERS AND TRUSTEES – (continued)
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Non-Interested Trustees1 – (concluded) | | | | | | | | |
| | | | | |
Frederick W. Winter 55 East 52nd Street New York, NY 10055 1945 | | Trustee and Member of the Audit Committee | | Since 2009 | | Professor and Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh since 2005 and Dean thereof from 1997 to 2005; Director, Alkon Corporation (pneumatics) since 1992; Director, Tippman Sports (recreation) since 2005; Director, Indotronix International (IT services) from 2004 to 2008. | | 36 RICs consisting of 95 Portfolios | | None |
1 | Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. The Board has approved one-year extensions in terms of Trustees who turn 72 prior to December 31, 2013. |
2 | In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, the Trustees were elected to the Trust’s/MIP’s Board. As a result, although the chart shows the Trustees as joining the Trust’s/MIP’s Board in 2009, each Independent Trustee first became a member of the boards of other funds advised by BlackRock Advisors, LLC or its affiliates as follows: David O. Beim, 1998; Ronald W. Forbes, 1977; Dr. Matina S. Horner, 2004; Rodney D. Johnson, 1995; Herbert I. London, 1987; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1999; Toby Rosenblatt, 2005; Kenneth L. Urish, 1999; and Frederick W. Winter, 1999. |
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Interested Trustees3 | | | | | | | | |
| | | | | |
Richard S. Davis 55 East 52nd Street New York, NY 10055 1945 | | Trustee | | Since 2009 | | Managing Director, BlackRock, Inc. since 2005; Chief Executive Officer, State Street Research & Management Company from 2000 to 2005; Chairman of the Board of Directors, State Street Research Mutual Funds from 2000 to 2005. | | 169 RICs consisting of 290 Portfolios | | None |
31
MONEY MARKET MASTER PORTFOLIO
OFFICERS AND TRUSTEES – (continued)
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Interested Trustees3 – (concluded) | | | | | | | | |
| | | | | |
Henry Gabbay 55 East 52nd Street New York, NY 10055 1947 | | Trustee | | Since 2009 | | Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Bond Allocation Target Shares from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006. | | 169 RICs consisting of 290 Portfolios | | None |
3 | Mr. Davis is an “interested person”, as defined in the 1940 Act, of the Trust/MIP based on his position with BlackRock, Inc. and its affiliates. Mr. Gabbay is an “interested person” of the Trust/MIP based on his former positions with BlackRock, Inc. and its affiliates as well as his ownership of BlackRock, Inc. and The PNC Financial Services Group, Inc. securities. Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. |
| | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years |
Trust/MIP Officers4 | | | | | | |
| | | |
John M. Perlowski 55 East 52nd Street New York, NY 10055 1964 | | President and Chief Executive Officer | | Since 2010 | | Managing Director of BlackRock, Inc. since 2009; Global Head of BlackRock Fund Administration since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009. |
| | | |
Richard Hoerner, CFA 55 East 52nd Street New York, NY 10055 1958 | | Vice President | | Since 2009 | | Managing Director of BlackRock, Inc. since 2000; Co-head of BlackRock’s Cash Management Portfolio Management Group since 2002; Member of the Cash Management Group Executive Committee since 2005. |
| | | |
Brendan Kyne 55 East 52nd Street New York, NY 10055 1977 | | Vice President | | Since 2009 | | Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. from 2008 to 2009; Head of Product Development and Management for BlackRock’s U.S. Retail Group since 2009, and Co-head thereof from 2007 to 2009; Vice President of BlackRock, Inc. from 2005 to 2008. |
| | | |
Simon Mendelson 55 East 52nd Street New York, NY 10055 1964 | | Vice President | | Since 2009 | | Managing Director of BlackRock, Inc. since 2005; Co-head of the Global Cash and Securities Lending Group since 2010; Chief Operating Officer and head of the Global Client Group for BlackRock’s Global Cash Management Business since 2007; Head of BlackRock’s Strategy and Development Group from 2005 to 2007; Partner of McKinsey & Co. from 1997 to 2005. |
32
MONEY MARKET MASTER PORTFOLIO
OFFICERS AND TRUSTEES – (concluded)
| | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/MIP | | Length of Time Served as a Trustee2 | | Principal Occupation(s) During Past Five Years |
Trust/MIP Officers4 – (continued) |
| | | |
Brian Schmidt 55 East 52nd Street New York, NY 10055 1958 | | Vice President | | Since 2009 | | Managing Director of BlackRock, Inc. since 2004; Various positions with U.S. Trust Company from 1991 to 2003 including Director from 2001 to 2003 and Senior Vice President from 1998 to 2003; Vice President, Chief Financial Officer and Treasurer of Excelsior Funds, Inc., Excelsior Tax-Exempt Funds, Inc. and Excelsior Funds Trust from 2001 to 2003. |
| | | |
Christopher Stavrakos, CFA 55 East 52nd Street New York, NY 10055 1959 | | Vice President | | Since 2009 | | Managing Director of BlackRock, Inc. since 2006; Co-head of BlackRock’s Cash Management Portfolio Management Group since 2006; Senior Vice President, CIO, and Director of Liability Management for the Securities Lending Group at Mellon Bank from 1999 to 2006. |
| | | |
Neal J. Andrews 55 East 52nd Street New York, NY 10055 1966 | | Chief Financial Officer | | Since 2009 | | Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006. |
| | | |
Jay M. Fife 55 East 52nd Street New York, NY 10055 1970 | | Treasurer | | Since 2009 | | Managing Director of BlackRock, Inc. since 2007 and Director in 2006; Assistant Treasurer of the Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
| | | |
Brian Kindelan 55 East 52nd Street New York, NY 10055 1959 | | Chief Compliance Officer | | Since 2009 | | Chief Compliance Officer of the BlackRock-advised funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005. |
| | | |
Ira Shapiro5 55 East 52nd Street New York, NY 10055 1963 | | Secretary | | Since 2010 | | Managing Director of BlackRock, Inc. since 2009; Managing Director and Associate General Counsel of Barclays Global Investors from 2008 to 2009 and principal thereof from 2004 to 2008. |
4 | Officers of the Trust/MIP serve at the pleasure of the Board. |
5 | Ira Shapiro served as Vice President and Chief Legal Officer of the Trust/MIP from 2007 to 2009. |
Further information about the Trust/MIP Officers and Trustees is available in the Trust/MIP Statement of Additional Information, which can be obtained without charge by calling (877) 244-1544.
| | | | | | | | |
Investment Advisor | | Custodian | | Transfer Agent | | Accounting Agent | | Distributor |
BlackRock Fund Advisors | | State Street Bank | | State Street Bank | | State Street Bank | | SEI Investments |
San Francisco, CA 94105 | | and Trust Company | | and Trust Company | | and Trust Company | | Distribution Co. |
| | Boston, MA 02101 | | | | Boston, MA 02101 | | Oaks, PA 19456 |
| | | | |
| | | | | | Legal Counsel | | Address of the Funds |
| | | | | | Sidley Austin LLP | | c/o the Distributor |
| | | | | | New York, NY 10019 | | One Freedom Valley Drive |
| | | | New York, NY 10017 | | | | Oaks, PA 19456 |
|
Effective September 24, 2010, John M. Perlowski became President and Chief Executive Officer of the Trust. Effective November 16, 2010, Ira Shapiro became Secretary of the Trust. |
33
Notes:
(THIS PAGE INTENTIONALLY LEFT BLANK)
Item 2. Code of Ethics.
(a) Registrant has adopted a code of ethics that applies to its principal executive officer and senior financial officers (the "Code").
(b) No disclosures are required by this Item 2(b).
(c) During the period covered by the report, registrant did not make any amendments to the provisions of the Code.
(d) During the period covered by the report, registrant did not grant any waivers, including implicit waivers, from the provisions of the Code.
(e) Not applicable.
(f) A copy of the Code is filed as Exhibit (a)(1) to this Form N-CSR.
Item 3. Audit Committee Financial Expert.
Registrant's board of trustees has determined that John D. Oliverio, a member of its audit committee, qualifies as an "audit committee financial expert," as such term is defined in Instruction 2(b) to Item 3 of Form N-CSR. Mr. Oliverio is considered independent for purposes of Item 3 of Form N-CSR.
Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933 (15 U.S.C. 77k), as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert pursuant to this item does not affect the duties, obligations, or liability of any other member of the audit committee or board of trustees.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
$17,309 and $17,309 are the aggregate fees billed for the 2009 and 2010 fiscal years respectively for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(b) Audit-Related Fees
$0 and $0 are the aggregate fees billed for each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item 4.
$0 and $0 are the aggregate fees billed for each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing
services to the registrant (the “investment adviser”) that are reasonably related to the performance of the audit of the registrant’s financial statements, are not reported under paragraph (a) of this Item 4 and were required to be pre-approved by the audit committee as described in paragraph (e)(1) of this Item 4.
(c) Tax Fees
$4,857 and $4,857 are the aggregate fees billed for the 2009 and 2010 fiscal years respectively for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning. These fees were for review of the registrant’s tax returns.
$0 and $0 are the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant to the investment adviser for tax compliance, tax advice and tax planning and were required to be pre-approved by the audit committee as described in paragraph (e)(1) of this Item 4.
(d) All Other Fees
$0 and $0 are the aggregate fees billed for each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of this Item 4.
$0 and $0 are the aggregate fees billed for each of the last two fiscal years for products and services provided by the principal accountant to the investment adviser, other than the services reported in paragraphs (a)-(c) of this Item 4, that were required to be pre-approved by the audit committee as described in paragraph (e)(1) of this Item 4.
(e) (1) Registrant’s audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided by the principal accountants.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the registrant; provided that the pre-approval requirement is waived for non-audit services if: (i) the aggregate amount of all non-audit services provided to the Trust is less than 5% of the total fees paid by the Trust to its independent auditors during the fiscal year in which the non-audit services are provided; (ii) the services were not recognized by management at the time of the engagement as non-audit services; and (iii) such services are promptly brought to the attention of the audit committee by management and the audit committee approves them (which may be by delegation) prior to the completion of the audit.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser, where the nature of the services relates directly to the operations and financial reporting of the registrant; provided that the pre-approval requirement is waived for non-audit services if (i) the aggregate amount of all non-audit services provided is less than 5% of the total fees paid by the registrant, Hewitt and any entity controlling, controlled by, or under common control with Hewitt that provides ongoing services to the registrant to its independent auditors during the fiscal year in which the non-audit services are provided that would have to be pre-approved; (ii) the services were not recognized by management at the time of the engagement as non-audit services; and (iii) such services are promptly brought to the attention of the audit committee by management and the audit committee approves them (which may be by delegation) prior to the completion of the audit.
(2) 0% services described in paragraphs (b)-(d) of this Item 4 were approved by the registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. .
(f) No disclosures are required by this Item 4(f).
(g) $4,857 and $4,857 are the aggregate non-audit fees billed for the 2009 and 2010 fiscal years respectively for services rendered by the principal accountant to the registrant. $1,802,247 and $944,004 are the aggregate non-audit fees billed for the 2009 and 2010 fiscal years respectively for services rendered by the principal accountant to Hewitt Associates LLC, the registrant’s administrator.
(h) The audit committee of the registrant's board of directors has considered whether the provision of non-audit services that were rendered to Hewitt Associates, LLC, the registrant’s administrator, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments
(a) Included as part of the report to shareholders filed under Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the "Disclosure Controls") as of a date within 90 days prior to the filing date (the "Filing Date") of this Form N-CSR (the "Report"), the Disclosure Controls are effectively designed to ensure that information required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant's management, including the registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 12. Exhibits.
(a) | (1) Code of Ethics for Principal Executive And Senior Financial Officers (as referenced in Item 2 above), attached hereto as Exhibit (a)(1) |
| (2) | Certifications pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2), attached hereto as Exhibits (a)(2)(i) and (a)(2)(ii) |
(b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit (b) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Hewitt Series Trust
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By: | | /s/ Andrea W. Armstrong |
| | Andrea W. Armstrong |
| | President |
|
Date February 24, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities, and on the dates indicated.
| | |
By: | | /s/ Andrea W. Armstrong |
| | Andrea W. Armstrong |
| | President |
|
Date February 24, 2011 |
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By: | | /s/ Douglas S. Keith |
| | Douglas S. Keith |
| | Treasurer and Chief Financial Officer |
|
Date February 24, 2011 |